The Blessing Of The Nightmare
by ProjectSonicX9
Summary: When Rarity falls asleep one night she has a dream about a beautiful woman saying she needs "a touch of darkness". Upon waking up she discovers she has obtained incredible power and beauty. She then decides to share her power with her friends whether they want it or not... She is the element of generosity after all.. Equestria girls fanfic
1. Chapter 1

Now this story wasn't (at least for the first 3 chapters) entirely my idea, it was from a guy from fimfiction who had this idea, but he hasn't been on the site for a long time and I wanted the story to continue but it wasn't happening and so I decided to step in, since I'm taking a hiatus from my other story for a little while.

For the first 3 chapters some credit goes to him,

Story idea by "Questionable Brony" (fimfiction)

Distributed for Fanfiction by ProjectSonicX9

Enjoy…

Rarity was reading one of her romance novels, lying in her almost queen sized bed. The story in general was about a beautiful dark queen, who just wanted to be loved, but had no experience in proper socializing, because of the dark history of her kingdom.

As the high school girl was absorbed in her book, she didn't noticed the black smoke entering her room through the open window. It didn't had any kind of form, yet it's "head" seemed to be looking around, before quickly hiding under the bed. Rarity looked up from her book, thinking to have heard something. Her gaze fell upon the window and she concluded it just had been the wind.  
Shrugging to herself she returned to her book, while the black cloud looked up from under the bed.

About thirty minutes later Rarity closed her book and laid it aside. Before shutting off the light on her nightstand, Rarity put on her sleep mask and laid back, snuggling into her blankets and entering a blissful slumber.  
In the meantime under her bed, the black cloud waited for another hour or so until it made its move.

Flying upwards it watched the sleeping human for a few seconds. Then the cloud lowered and then wrapped itself around Rarity's and lifted her up off the bed.

Careful not to wake her up, it then tilted Rarity's head a little, then it absorbed itself into her head, so it could enter her mind. Once completely inside, Rarity's body unceremoniously hit the mattress.

Inside her dream, Rarity was wearing a beautiful blue dress complete with blue diamonds adorning it just at the right places. She was watching herself in the mirror, posing like a supermodel would do, when suddenly a woman walked up from behind. Startled a little, Rarity turned in order to greet the woman, but somehow couldn't bring herself to speak a word. Instead she stared at the woman, who quite easily was the most beautiful woman she had ever seen, even rivaling supermodels like Fleur De Lis. She wore a blue dress, which revealed quite a bit of her naked body, black stockings with high heels and black gloves. Around her neck was a black collar with a blue diamond in the middle. She wore blue lipstick, her hair was violet with white streaks in it and when one looked carefully, you could see that the eyes of the woman were draconian like and glowing in a faint blue.

"You're quite beautiful." The woman spoke, putting a hand on Rarity's cheek. "But something is missing." she continued moving her hand under the chin of the girl and forcing her to look into the eyes of the woman. "A certain touch..." the woman brought her face closer to Rarity, their lips only inches away from each other. Rarity didn't care. She was too enthralled in the beautiful eyes of the woman. "A certain touch of...darkness." The woman then gave Rarity a gentle kiss on the lips.  
Rarity wasn't sure if this was reality or a dream, but she didn't really care. As soon as her lips and the lips of the woman had met, she had felt something inside her. And she liked the feeling. The woman gently kissed Rarity's lips again. And again. And each time the feeling would become stronger. A dark, exciting feeling.  
The high school student dared to move closer to the woman, who seized the opportunity to wrap her arms around the girl and this time passionately kissed the girl on the lips. At first Rarity was taken aback, but after a moment she started to kiss back just as passionately, her lips fighting with those of the woman.  
Rarity let out a moan, when she felt something inside her pussy! In fact the woman had put two of her fingers inside the pussy of the girl, who was now standing naked in front of the just as naked older woman. Hadn't they both been wearing clothes only a few minutes ago? Rarity didn't care. She didn't know why, but she felt so alive, so sexy and goddamn it, she was horny. She moved her arms around the woman and forcefully grabbed both ass cheeks with her hands. Unfazed the woman continued with her two finger assault, while at the same time starting to kiss down Rarity's neck.  
The girl moaned in pleasure and cried out loud, when the woman added two more fingers. It didn't take long for Rarity to reach her climax with those skillful fingers of her sex partner. Throwing back her head, she let out a scream, as the juices floated out of her pussy. The girl leaned against the woman's breast, who was stroking Rarity's head and chuckling darkly. The woman snapped with her fingers and suddenly she and Rarity were lying on a bed, with Rarity being at the bottom of the woman. The woman then opened her legs, inviting Rarity to lick her pussy.

The high school girl didn't need anything else as a command. She quickly crawled over and started licking. The woman in return squished her own breast, while at the same time pressing the school girl's head between her legs.  
"Oh yes, that's a good girl. Hmm, I wonder...oooh...are you a natural or do you perhaps...yesssss, that's it...do you perhaps have experience in this kind of activity? Ahh...I beg to the latter." The woman moaned.

Rarity blushed, not that her partner could see her. The juices she was licking up tasted like the divine nectar of the gods. Unbeknownst to her, the woman was mumbling an enchantment, which caused Rarity's entire body color to slowly turn from white to a deep black. Not only that, but she also grew in size a little, her hair was getting longer and changing color and her breast were now as big as the ones of the woman receiving pleasure. As said woman began to reach her climax, she got up and pressed Rarity's face against her pussy.  
"Now drink Rarity. Drink and be reborn as the one and only Queen of the Night. Accept the darkness! Accept MEEEEEEEEEEE!" The woman screamed as the juices flooded into Rarity's mouth, who devoured it all, while pleasuring herself with two of her own fingers. She moaned uncontrollably as she felt herself all of the sudden becoming stronger, her soul being corrupted by the very essence of the Nightmare. She couldn't get enough, she needed more darkness, more pleasure, more power. Both Nightmare and Rarity let out a final scream, before it turned into one and Nightmare Rarity woke up…


	2. Chapter 2

Story idea by Questionable Brony

A ProjectSonicX9 Reproduction/Release

Enjoy...

Rarity or Nightmare Rarity, inspected herself in front of her mirror, admiring the various changes her body had gone through. She looked just like a goddess. Indeed she was a goddess, a goddess of darkness that is. The power of the Nightmare flowed through her veins and she finally understood how Sunset Shimmer and the Dazzlings felt, when they were at the peak of their power.

Rarity frowned, at the thought of her friend. How she could live without this power was beyond her, but that wouldn't matter. She would give Sunset back what the poor girl lost. In fact she decided to share the power with all of her friends. It would be pretty selfish to keep everything for herself and her friends just had as much right as she had of owning this power.

Now the problem was, Rarity couldn't just straight out offer this gift to her friends. No doubt they would call princess Twilight over and she would find away to take everything away from Rarity and thus taking everything away from her friends, which, ironically, included Twilight herself. It would be best to convince them one by one and do it so in a more "subtle" approach. And Nightmare Rarity knew exactly how.

Smiling to herself, Rarity used her new found magic in order to turn her back to the high school girl she used to be. It was just an illusion of course and her old body was not quite as beautiful as her new one. But she would have to endure it for the time being. After all Fluttershy was coming over to visit today and Sweetie Belle was staying with their parents for the time being.

 _I need to think of something else for Sweetie. What I'm about to do to Fluttershy really is nothing for children._ She may be a dark goddess, but she still had her dignity, and incest was not a road she was ready to go down.

The next hour Rarity waited impatiently for Fluttershy to arrive. In order to pass the time, she decided to start designing some new dresses, dresses worth for seven new Empresses. Easier said than done, especially for Applejack and Rainbow Dash, who weren't really the dress type. Armor perhaps? She sketched down some ideas, before the doorbell rang.

Excitingly Rarity walked to her door and opened it.

"Fluttershy. Do come in."

"Hello Rarity and thank you." her friend replied, stepping inside.

"Do you want some tea perhaps?"

Fluttershy smiled. "Tea sounds nice, thank you."

 _So adorable and so beautiful._

* * *

For the next thirty minutes the two had engaged small talk, regular stuff the two would always talk about. Fluttershy was like a very delicate flower and needed to be treated like one. Only after getting her second cup of tea, Rarity placed herself next to her friend on the couch.

"Speaking of Flash Sentry, did anyone perhaps caught your attention?" Rarity asked innocently.

Fluttershy blushed and looked to the side. "N-no." she squeaked.

Stifling a laugh, the goddess placed herself closer to her shy friend and placed a hand on the other one's. "You know Fluttershy, you can always ask me for help, if you ever feel this way towards someone. I know a lot of the boys have their eyes on you."

Fluttershy meeped again and hid further behind her hair. Rarity took the girl into a hug, rubbing the back of the pink haired animal caretaker. The girl quickly relaxed in her friend's grasp, partially because Rarity started using her magic, calming down the mind of the girl.

"Fluttershy, look up."

The shy girl did as she was told and found herself staring into a pair of beautiful blue glowing eyes. How come she never noticed that her friend had such pretty eyes?

"Fluttershy" the voice seemed to come from everywhere "look deep into my eyes. Feel yourself falling deeper and deeper under my spell."

"Y-yes...must fall deeper..." Fluttershy replied automatically. The world around her started to fade and only the eyes of her friend, no her mistress mattered.

"You're safe, Fluttershy." The voice continued. "I will not let anyone harm you ever again. As long as you are with you're safe. You are taking care off. You are loved. Your mistress loves you."

"Safe...taking care off...mistress loves me..."

"You love your mistress too, don't you?"

"Love mistress..."

"That's right Fluttershy. You love me: your mistress Nightmare Rarity. You love Nightmare Rarity, you trust her, you obey her. Repeat Fluttershy: trust, love, obey."

"Trust, love, obey..."

Nightmare Rarity smiled, back in her true form. This was almost too easy. Fluttershy had fallen numb into her arms, looking up at Rarity's eyes with a smile.´But then again, Nightmare Rarity didn't really expect much resistant from Fluttershy of all people. The girl was just way too dependent on her friends.

"Fluttershy, fall deeper into the trance. With each time I kiss you, not only do you fall deeper, but you also feel a wave of pleasure going through your body."

Fluttershy shivered in delight as Rarity delivered the first kiss on her lips. It had been a light one and only lasted a moment or two. Rarity continued this procedure, each time sending shivers through Fluttershy.

"Trust, love, obey." Every so often Rarity would say those words, deepening the hypnosis.

Out of nowhere, Rarity started assaulting Fluttershy with kisses, starting on the lips and trailing down her neck. Fluttershy gasped and panted heavily. The pleasure going through her body was almost non-stop and she had the urge to touch herself, but couldn't do it, because her mistress didn't allow it.

Rarity continued her assault, knowing her friend was close, very close. She grabbed Fluttershy's head with her hands and pressed their lips onto each other, their tongues wrestling for dominance and Nightmare Rarity obviously winning. It was then that Fluttershy let out a moan, her juices flowing out of her nether, causing Rarity to giggle.

"Look at what you have done, you naughty girl. I think it is time for a shower. Follow me."

"Yes, mistress."

* * *

In the shower, Fluttershy moaned, while Nightmare Rarity stuck her fingers into Fluttershy's clit. With her left hand, Rarity moved her hand up and began rubbing one of her friend's tits, also kissing her on the back of her head. With each kiss, Fluttershy felt something like an electric shock going through her body. She moved her own hand up and started rubbing her other tit.

She heard Nightmare Rarity chuckling darkly. "You're enjoying it aren't you? But, don't you feel something else?"

"Something else?" Fluttershy asked her between pants. "Ah!" Rarity kissed her on the back of the head again.

"You feel it don't you? The darkness slowly spreading through your body. It feels good, doesn't it?"

"Ye-es, mistress. It's amazing!" Fluttershy's heart hammered against her chest.

Rarity turned the girl around in a swift motion and held the girl on her shoulders, while letting her gaze into Nightmare's eyes.

"Feel the darkness, Fluttershy. Embrace the darkness. Let it take over your mind and body and I promise you there will be no more pain, no more struggle, only pleasure. Aren't you sick of it? Everyone only using you? Being weak and helpless? You hate it."

"I hate it." This response wasn't from Rarity's hypnosis, it was indeed legitimate.

"You don't want to be pushed around anymore."

"I don't want to be pushed around anymore."

"That's right Fluttershy." Nightmare Rarity kissed her friend on the lips, the other kissing back eagerly. Rarity's hands trailed down, touching Fluttershy's ass cheeks."You want to be the mistress. Imagine, everyone else being your pet. You love pets, don't you?"

"I love pets." Fluttershy smiled evilly, images of her fellow students, either tied up or on a leash.

"Accept my gift Fluttershy and everything will be better. Say it."

"I..."

"Say it..."

"I...I accept."

Nightmare Rarity smiled, not an evil one, mind you. It was a genuine smile.

"Then kneel down." Fluttershy obeyed, going on her knees. Rarity walked up until she stood above the girl. "Drink." she pressed the girl's face against her pussy.

Fluttershy eagerly started licking, her tongue eagerly exploring her mistress' womanhood. Said mistress grabbed one of her own breasts, while continuing to press her friend's head against her own pussy. What Fluttershy lagged in skill, she easily compensated it with her eagerness.

"Yes, I'm almost there. Yes, yes, YES!" Rarity came on Fluttershy's face, who started glowing in a blue light as soon as it happened. As the light disappeared, Fluttershy was still there, but she looked a little different. Her hair was considerably longer and a little darker, her already large breasts increased in size and overall her skin was smoother and slightly shiny, like Rarity's.

Fluttershy, Rarity wasn't sure of the girl- no woman- still went by that name, stood slowly up until she was her full height and opened her eyes. Nightmare smiled, upon seeing the draconian eyes.

"You tricked me." Fluttershy stated as a matter of fact, her face completely passive. Rarity waited patiently for her friend to speak again.

"Thank you." she said after a minute, smiling at Rarity, revealing sharp canine teeth. Rarity smiled back and embraced her friend, both eagerly starting to kiss each other, their tongues once again wrestling for dominance. They only parted ways, because they needed to catch their breath.

"Still, you have been a naughty girl, Rarity." Fluttershy gave her friend a tooth grin. "Naughty girls need to be punished."

Rarity laughed at her words. "Oh really now? I think someone needs to learn just who the mistress is!" Without further warning, Rarity threw Fluttershy at the bottom of the bathtub and pressed their clits against each other. Fluttershy who growled more like an animal, than a human managed to reverse their positions, by launching herself up and throwing Rarity onto the other end of the tub. Their struggle continued for hours to come...

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	3. Chapter 3

Produced And Released By ProjectSonicX9

Enjoy...

* * *

Rarity didn't know why Rainbow Dash's parents payed the rent of the penthouse the girl lived in. Her grades weren't the best and she alone from time to time got into trouble with the teachers. But it didn't matter anyways. Soon she and the other girls would live at an even more amazing place, once it was build that is. Or maybe they'd just move to Dubai.

Ringing the doorbell, Rarity waited patiently for her friend and soon to be lover to open the door. The dark lady raised an eyebrow, when she found her friend almost naked, a towel put around her body and her rainbow colored hair dripping wet from water.

"Oh, hey Rares. Ya caught me off guard. Just finished a shower."

"Yes, I can see that. I am terribly sorry for the inconvenience."

"Eh, no biggie." Rainbow shrugged. "Come in." The blue girl just went into her living room, leaving Rarity at the open door. Rolling her eyes at the typical rudeness of her friend, Rarity walked inside. Despite this being Rainbow Dash living here, the apartment was clean and tidied up, mostly at least. The new mistress of darkness had already seen Rainbow's room on occasion.

She found Rainbow sitting on her couch in the living room, with an opened bottle of Applejack's family trademark cider.

"Aren't you going to change?"

"Eh, kinda forgot to do the laundry." the other girl grinned sheepishly.

Resisting the urge to give the girl a stern talking, Rarity placed herself next to the human Element of Loyalty.

"So, what brings you here Rare's?"

"Well, this is difficult to explain." Rarity rubbed her arms. "I was just going on my marry way, when...well here let me show you."

Rarity pointed her finger at the remote for Rainbow's TV. It soon was surrounded by a blue light and floated into the air. Rainbow's magenta eyes widened in shock, as she witnessed the magic happen.

"Awesome." the sports captain whispered.

Rarity let the magic go, causing the remote to drop back on the table. "I-I don't know what is going on!" she faked her panic. "It just came out of nowhere. I didn't know what to do and you were the one I was the closest to, so-"

"Whoa there Rares, calm down." Rainbow put a hand on her friend's shoulder. "Let's give Sunset a call, so she can talk to Princess Twilight, alright?"

"Yes." Rarity took a deep breath, acting like she was trying to calm down. "Yes, that sounds reasonable. But before we do that, there's something else I need to show you."

"Something else? What? Are you a zombie too now?"

"No Rainbow Dash, I am certainly not." Nightmare Rarity deadpanned. She moved a little closer to her friend. "You just need to look into my eyes for this one."

"Sure?"

Oh, this is too easy. Nightmare Rarity suppressed a chuckle, as her friend re-positioned herself. As soon as they were face to face, Rarity started her magic.

"Whoa." Rainbow recoiled, only for her face to be grabbed forcefully by the fashion designer. At the same time, Nightmare Rarity released a stun spell, making it impossible for Rainbow Dash to move on her own.

I should have done this beforehand. Someone as strong willed as Rainbow Dash won't fall under the hypnosis as fast as Fluttershy.

"I'm terribly sorry dear." Rarity meant every word she said, but couldn't suppress the upcoming smile. She was just too excited. Seeing as the disguise wasn't needed anymore, Nightmare Rarity revealed her true self. She was sure Rainbow Dash's eyes would have widened, if they could.

Nightmare got rid of Dash's towel and placed the girl on the couch, careful to never break eye contact. Next she carefully placed her now own naked body on top of the other girl's and began stroking the rainbow hair.

"Rainbow Dash, my friend. Always wanting to be the best. Always loyal to her friends until the bitter end." Rarity kissed Rainbow's lips softly. "Isn't that right? You would do anything for us. For me." She kissed her friend again. "You hate it to lose, don't you? But now I need you to lose yourself to me, Rainbow."

Rainbow's eyes stared back at Rarity's draconian ones.

"Of course, you being you, you won't give in just like that. Oh Rainbow, sometimes you really need to be pushed in the right direction. Just like Fluttershy needed a little push."

Rainbow would have lashed out, if she could. She didn't really get what was going on, only that she fucking couldn't move and that something was wrong with Rarity. She also got the idea with the hypnotism, since the swirling vortex in Rarity's eyes looked like they did from some sort of TV-show. The problem was, Rainbow couldn't look away.

I need to fight it, then check on Fluttershy and then get the rest. Rainbow thought.

"Don't fight it, Dashie." Nightmare Rarity's voice echoed through her head.

Nope, not gonna listen to you. Mmm the kiss feels really- stop it Dash!

"I wonder how long you will last? Especially if we take it sloooooow."

Slow? Oh my god, what the fuck is she doing?!

Rarity was slowly moving her hands up and down Rainbow's naked body, exploring every inch of the muscular body of her friend. Every time her hands were up again, Nightmare Rarity would give the girl underneath her a soft kiss.

"I love you Rainbow Dash."

Another kiss. "You love me Rainbow Dash."

Nightmare Rarity repeated the mantra, while at the same time she assaulted Rainbow's mind with her own powers. She could feel Rainbow trying to fight back, but the night queen knew the girl wouldn't be able to hold her ground. Continuing her tease, Nightmare started to play with Rainbow's nipples, softly pulling them and scratching them with her long fingernails. Rarity was halfway tempted to release the girl from her stasis, so she would be capable of seeing any kind of reaction, but knew it would just make things unnecessary difficult.

Rainbow in the meantime was angry and slightly turned on at the same time. The anger was actually helping her, keeping a sane mind, though she could feel her downer regions slightly getting wet.

"There's no need to fight. I simply want to help you."

Rarity started rubbing the breasts, something Rainbow had expected. She wasn't entirely comfortable with this, but at least could mentally prepare for it, since it had been obvious. Still, she a harder and harder time keeping her thoughts together, because of Rarity's magic. She repeated the old school hymn from great school over and over in her head as a means of defense.

The kisses became longer and longer and for the first time Rarity actually broke eye contact. Dash rejoiced mentally in the mistake her corrupted friend made, until Rarity put a softly glowing hand on Rainbow's forehead. It felt like something was pressing on her brain.

Nightmare Rarity at the same time, started to kiss Rainbow's cheek and continued down all the way towards the neck of the girl. No one knew it, but she was ticklish around her neck. The kiss caused more of a distraction than anything else Nightmare Rarity had done to her. The worst thing was, Rarity was, as before, taking her sweet time, repeating the action over and over and over again.

Arrrgh...I-I n-need...to stay...i-in control...

Dash's head felt like it was filled with fog. She felt the urge to rub her head against the hand, like she was a cat. For once she was glad that she couldn't move a muscle.

"Can you feel it Rainbow Dash? A part of you has already given in. It is only a matter of time until your heart is filled with beautiful darkness. And then it will only be a matter of time until the seven of us rule this world."

R-rule?! An image appeared in Rainbow's head. She saw Rarity, Fluttershy, Applejack, Rainbow Pie, Twilight, Sunset and herself sitting on seven thrones in a dark throne room. In front of them were humans, some of which Rainbow recognized as students from CHS and rival sport teams, all of them bowing towards them. Rainbow herself wore some sort of modern-magical armor, a helmet sitting on her lap. Overall it looked pretty impressive.

The scenery changed. The girl recognized her family and friends being surrounded by angry looking humans, who were pointing their weapons at them. Then Rainbow herself appeared out of the sky and held her hand out. Dark lightning bolts came out and the attackers were gone in a matter of milliseconds.

"All this can be yours." Rarity's voice echoed once again through her head once again. "The power to protect those dear to you. To punish those who dare hurt your friends. Hurt Fluttershy."

Hurt Fluttershy...

Another image appeared, this one being a memory. It was back in grade school. Fluttershy was crying her eyes out, while Rainbow explained to the teacher exactly what had transpired. Some rich girl made fun of Fluttershy and ruined one of her textbooks. But because the father was a very influencing man, the teacher didn't do jack shit. In fact, she told the two of them straight in the face that it was wrong to lie.

Fluttershy didn't come back to school for another two weeks. She had been even more fragile back then.

"You can prevent this from happening ever again and deal with all of your wrongdoers accordingly."

Rainbow was snapped back to reality, when Nightmare Rarity started massaging Rainbow's clitoris with her skillful fingers. The cyan girl wanted to gasp, scream, tense up, do ANYTHING, but the paralysis spell still kept her in check.

"And let's not forget that you have your hots for our dear, poor Fluttershy."

H-hots?

Feels so good...

I-I never thought of her that way.

Give in...

She's my friend.

I love her...

Nothing more.

Liar...

Nightmare Rarity put her fingers into Rainbow's vagina, massaging the walls ever so slowly. Sweat began to drip down Rainbow's face, plus there was the liquid coming out of her vagina and floating down Rarity's hand. The night queen pushed her lips on Rainbow Dash's again, this time adding her tongue into the mix, filling the girl with more and more dark magic.

Rainbow's resistance was as good as gone. A part of her mind screamed to gather herself and fight back, but it was futile. The girl was filled with lust and fantasies of herself and the girls, ruling this world, finally bringing justice to the world. And of course the sex. Rainbow could have every man and woman she wanted, but most importantly she wanted Fluttershy.

If she was honest with herself, she had a crush on her childhood friend ever since she was fourteen. She just didn't know what to make of those feelings, but Rarity had showed her.

Feeling the resistance fading away, Rarity released her spell, causing Rainbow to groan and moan. The relief to actually being able to move again, almost made her cum.

The rainbow haired girl couldn't bear it anymore, so she took the initiative. She grabbed Rarity's hand and pushed her hand down Rainbow's pussy. The night queen smiled amused. She played with the thought of further delaying the orgasm of her friend, but decided against it. She grabbed her friends head from behind and pushed their lips against each other. Their tongue danced in a struggle of dominance, with ultimately Rarity winning.

"Ah, shit Rares!" Rainbow screamed. "I'm gonna...! I'm gonna fucking CUM! AAAAAAAHHH!"

The clear fluids almost literally streamed down Rarity's arm. She took her limb out and savored the taste, while Rainbow Dash relaxed under her.

"That...was...way...too...slow..." the girl grumbled.

Rarity chuckled and started slowly massaging Rainbow's breast. "It's so cute. You have already accepted my gift, even before I gave it to you."

"Heck Rares, I thought you know me better. I'll do anything for Fluttershy. And you know, you're right. This world is better of with us having the shots, than anyone else." she said, her eyes glowing in a blue light for a few seconds.

"Well said dear. Now then, shall we? I have something special planned for you."

Nightmare Rarity stood up on the couch and ordered Rainbow to lay down, she then turned around and sat down on her face, her magnificent slit was now in her mouth "...now prove your devotion to the darkness, to me Rainbow..." she commanded as she buried Dash even futher into her flank, "...I already fingered you , so now you can return the favor... by eating me out" she finished while licking her lip's.

Rainbow hesitated for a moment, but then slowly and without a word, she leaned forward and gave a small lick as a bit of a taste test. It was...an odd taste, and it was very warm, but it also was strangely appealing. Slowly, she licked again. Then once more. She then leaned forward and planted a kiss on it, then several times along the edges. It was heavenly. She eventually lead herself into a vigorous onslaught, digging her tongue deep into her Queen's womanhood.

The Nightmare bit back a moan of pleasure as she felt Rainbow eating her out, she simply smiled as and relished in the thought of empowering her along with the rest of her former friends, "Mmmm, yessss...good girl, my word you truly are a natural aren't you?", she moaned out as her friend continued her sexual assault on her womanhood.

She soon pressed down on Rainbow's face with her ass keeping "Keep going Rainbow! Make me see heaven and you'll soon hold the very power of darkness itself!" she screamed out as she pushed Rainbow even deeper into her ass...

Rainbow's mind raced as she continued to destroy Rarity with her tongue. As the Nightmare screamed in pleasure, Rainbow finally noticed...'This makes her happy... I need to continue.'

As Rarity pressed down harder against her face, Rainbow dug herself deeper into the girl's slit, until her entire face was engulfed in her. She licked, she flailed, she sucked, she kissed, she did everything she could to make Rarity feel nice.

"Yes...yes...YES! OH YES!" she screamed out as she giggled in pleasure, feeling Rainbow ruthlessly eating her out, her body glowed with dark magic as she felt something building up, she smiled as she drove Rainbow even further into her ass. "YES RAINBOW! DRINK IT! DRINK IT ALLLLL!" she screamed as she finally unleashed a powerful orgasm all over her face, causing Rainbow to cough wildly as she did everything she could to take as much of it in as she could. Her mind felt even more fuzzy as she devoured it all down, almost to the point of passing out.

Rainbow noticed that Rarity had also changed into her true form, Nightmare Rarity, wo finally got off of Rainbow, She looked down at her athletic friend with half lidded eyes and gave her a soft kiss.

"Welcome to the world of darkness, my love."

"Thanks." Rainbow grinned.

"Oh, did I miss it?"

The two turned their heads and found Fluttershy stepping out of the shadows. She had a feral grin on her face that promised only one thing.


End file.
